Dear MS, We have an Exchange Server 2003 Cluster in a child domain. The exchange is on a Win2003 enterprise server. The Win2000 schema was allready upgraded in the past when Exchange 2003 was installed. We just upgraded the main domain contollers to Win2003. The only strange problem we are having is that the Outlook 2003 clients which have cache mode turn on are being promted for logins when they start outlook. The previous versions of outlook don't have this problem. We had a similar issue in the past when we upgraded from exchange5.5 to 2003 and the problem was related to offline addressbook replication and different version of english version in the exchange Organizational Forms. These problems was fixed one year ago. We cleared the local saved passwords (control keymgr.dll) but the problem persist I notice several post on this issue but none of them so far seems to fix our problem. Is there anything else we need to look at? Thx in advance. Waldo